EXHIBIT 10.2
STOCK PURCHASE AND SALE AGREEMENT
THIS STOCK PURCHASE AND SALE AGREEMENT (this "AGREEMENT"), is made and
entered into this 20th day of November 1995, by and between ALPNET, INC. whose
address is 4444 South 000 Xxxx, Xxxxx 000, Xxxx Xxxx Xxxx, Xxxx, 00000-0000, XXX
("ALPNET" or the "SELLER"), and JAAP VAN DER MEER of Oosteinde Xx. 0, 0000 XX Xx
Xxxx, Xxx Xxxxxxxxxxx, (the "PURCHASER").
R E C I T A L S:
WHEREAS, Purchaser desires to purchase US$200,000 worth of Seller's
restricted common stock at a purchase price of $0.34375 per share solely for
investment purposes in reliance on Regulation D promulgated under the Securities
Act of 1933 (the "ACT"); and
WHEREAS, in connection with the acquisition of ALPNET restricted common
stock by Purchaser, Seller desires to grant Purchaser an option to purchase an
additional 500,000 shares of Seller's restricted common stock (collectively, the
"OPTION SHARES"); and
WHEREAS, Purchaser and Seller have entered into a Heads of Agreement dated
29 September 1995 with regard to these transactions which is being superseded by
this Agreement and its Exhibits; and
WHEREAS, the parties desire to set forth herein the terms and conditions
governing the purchase and sale of ALPNET restricted common stock and the Option
Shares.
A G R E E M E N T:
NOW, THEREFORE, in consideration of the premises, the mutual covenants and
conditions contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:
1. SALE AND DELIVERY OF SHARES AND PAYMENT THEREFOR. Seller hereby sells,
assigns, transfers and herewith delivers to Purchaser Five Hundred Eighty-One
Thousand Eight Hundred and Eighteen (581,818) restricted common shares of ALPNET
(collectively, the "PURCHASED SHARES"). In exchange and as payment in full for
the Purchased Shares and against delivery thereof, Purchaser shall pay to Seller
the sum of One Hundred Ninety-Nine Thousand Nine Hundred Ninety-Nine and
94/100ths Dollars (US$199,999.94), payable in cash or by cashier's or other
funds acceptable to Seller.
2. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and
warrants to Purchaser as follows:
2.1. OWNERSHIP OF PURCHASED SHARES. Seller owns and holds beneficially
and of record the Purchased Shares and has good and marketable title to said
Purchased Shares free and clear of all liens, pledges and encumbrances of any
kind whatsoever.
2.2. AUTHORIZATION. Seller has the absolute right, power, authority and
capacity to enter into and perform this Agreement in accordance with its terms
and to assign, transfer and deliver the record, legal and beneficial ownership
of the Purchased Shares to the Purchaser as provided in this Agreement without
any other or further authorization, action or proceeding.
2.3. EXECUTION. The execution and performance of this Agreement by
Seller will not violate, or result in a breach of, or constitute a default under
any agreement, instrument, judgment, order or decree to which Seller is a party
or to which Seller may be subject, nor will such execution or performance
constitute a violation of any fiduciary duty to which Seller is subject.
2.4. CAPITALIZATION. ALPNET's authorized capitalization consists of (i)
40,000,000 shares of common stock, no par value per share, of which 15,562,223
shares are issued and outstanding, 1,200,000 shares of which are reserved for
issuance under ALPNET's stock option plans, and (ii) 2,000,000 shares of
convertible preferred stock, no par value per share, of which 1,131,007 shares
are issued and outstanding, which are convertible into 7,422,597 shares of
common stock.
3. REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser hereby
represents and warrants to Seller as follows:
3.1. INVESTMENT INTENT. The Purchased Shares being acquired by
Purchaser hereunder from Seller are for investment and not with a view to or for
sale in connection with any distribution of the Purchased Shares, and Purchaser
will sign and deliver to Seller, upon Seller's demand, an "investment letter" at
such time and in such form and content as may be acceptable to Seller or
Seller's counsel.
3.2. RESTRICTED NATURE OF PURCHASED SHARES. Purchaser acknowledges that
the Purchased Shares are "restricted" securities, as defined by the U.S.
Securities Act of 1933, as amended, and the certificates evidencing the
Purchased Shares being sold to Purchaser shall be stamped or otherwise imprinted
with a legend in substantially the following form:
"The shares represented by this certificate have not been registered under
the Securities Act of 1933, as amended, and their sale, pledge or other
transfer is subject to the provisions of said Act. The shares represented
by this certificate are taken subject to the restrictions on
transferability specified in said Act, and no transfer of such shares shall
be valid or effective until such conditions have been fulfilled and
registration of such shares has been effectuated, or in the opinion of
counsel of the issuer thereof, such registration is not required."
3.3. ACCESS TO INFORMATION. Purchaser hereby acknowledges that Seller
has made no representations except as expressly set forth in paragraph 2 of this
Agreement and that Purchaser has had free access to the books and records
(financial and otherwise) of ALPNET. Further, Purchaser acknowledges that he
has been given access to the same kind of information as, to the best of his
knowledge, would be furnished in a Registration Statement under the U.S.
Securities Act of 1933, as amended, and that he currently has access to such
additional information as he deems necessary to verify the accuracy of such
information.
3.4. AUTHORIZATION. Purchaser has the absolute right, power and
authority and capacity to enter into and perform this Agreement in accordance
with its terms without any other or further authorization, action or proceeding.
4. DEFAULT. In the event that any of the following occur, the non-
defaulting party shall be entitled to terminate this Agreement and to pursue any
and all legal rights and remedies which it may have against the defaulting
party:
4.1. Any written representation, warranty or statement made by either
party hereto, or any written statement, report or document which is required to
be furnished to either party hereunder, is materially false or misleading; or
4.2. Failure of either party to comply with any or all terms of this
Agreement, provided that such failure has continued for thirty (30) days
following receipt by the other party of written notice specifying with
particularity such failure and requesting the defaulting party to cure such
failure.
5. STOCK OPTIONS. In conjunction with the acquisition of the Purchased
Shares and the employment of Purchaser by Seller, Seller hereby grants to
Purchaser an option (the "OPTION") to purchase 500,000 shares of Seller's
unissued but authorized restricted common stock, no par value (the "OPTION
SHARES"), on the terms and conditions that are set forth in this Agreement.
5.1. VESTING OF OPTION. The Option shall vest and become exercisable
immediately upon execution of this Agreement.
5.2. EXERCISE PRICE. The exercise price of the Option Shares shall be
US$0.34375 per share.
5.3. RIGHT TO EXERCISE; EXPIRATION OF OPTION. Purchaser has the right
to exercise the Option only while Purchaser is an employee, officer or director
of Seller. Any portion of the Option which has not been exercised by Purchaser
will expire on 1 September 2000, unless sooner terminated by the terms of this
Agreement.
5.4. METHOD OF EXERCISE. The Option shall be exercisable by a written
notice which shall:
5.4.1. State the election to exercise the Option,
the number of shares in respect of which it is being exercised, and
Purchaser's current address and Social Security Number (if applicable);
5.4.2. Contain such representations and
agreements as to Purchaser's investment intent with respect to such shares
as may be satisfactory to Seller's counsel; and
5.4.3. Be signed by Purchaser.
5.5. PAYMENT OF EXERCISE PRICE. Payment of the exercise price of any
shares with respect to which the Option is being exercised shall be paid in full
in United States dollars or by certified funds and shall be delivered with the
notice of exercise; provided, however, that at the discretion of Purchaser, the
exercise price may be paid in full or in part with stock of ALPNET valued at
fair market value as of the date of exercise of the Option. The Shares shall be
issued upon payment in full therefor. Until the issuance of the stock
certificates, no rights as a shareholder shall exist with respect to Option
Shares notwithstanding the exercise of the Option. No adjustment will be made
for a dividend or other rights for which the record date is prior to the date
the stock certificate is issued.
5.6. RESTRICTIONS ON EXERCISE AND SHARES. As a condition to his
exercise of the Option, Seller may require Purchaser to make such
representations and warranties to Seller as may be required by applicable law or
regulation. Purchaser acknowledges and understands that the shares issued
pursuant to the exercise of the Option will be restricted or legend securities
and will be so marked and identified.
5.7. NON-TRANSFERABILITY OF OPTION. The Option may not be transferred
by Purchaser and may be exercised during the lifetime of Purchaser only by him
and only while he is an employee, officer, director or independent contractor of
ALPNET, except that if his employment or position terminates by reason of his
death, to the extent that the Option remains unexercised on the date of
Purchaser's death, such unexercised option of the Option may be exercised within
six (6) months after the death of Purchaser, but in no event later than 1
September 2000, by, and only by, the person or persons to whom his rights under
the Option shall have passed by Will or by the laws of descent and distribution.
6. GENERAL PROVISIONS. The following provisions are also integral parts
of this Agreement:
6.1. BINDING AGREEMENT. This Agreement shall be binding upon and shall
inure to the benefit of the successors, heirs and assigns of the respective
parties hereto.
6.2. CAPTIONS. The headings used in this Agreement are inserted for
reference purposes only and shall not be deemed to define, limit, extend,
describe or affect in any want the meaning, scope or interpretation of any of
the terms or provisions of this Agreement or the intent hereof.
6.3. ENTIRE AGREEMENT. This Agreement constitutes the entire
understanding and agreement between the parties and supersedes all prior
agreements, representations or understandings between the parties relating to
the subject matter hereof. All preceding agreements relating to the subject
matter hereof, whether written or oral, are hereby merged into this Agreement.
6.4. COUNTERPARTS. This Agreement may be signed in any number of
counterparts with the same effect as if the signatures upon any counterpart were
upon the same instrument, and all signed counterparts shall be deemed to be one
original.
6.5. SEVERABILITY. The provisions of this Agreement are severable, and
should any provision hereof be void, voidable, unenforceable or invalid, such
void, voidable, unenforceable or invalid provisions shall not affect any other
provision of this Agreement.
6.6. WAIVER OF BREACH. Any waiver by either party hereto of any breach
of any kind or character whatsoever by the other party, whether such be direct
or implied, shall not be construed as a continuing waiver of or consent to any
subsequent breach of this Agreement on the part of the other party.
6.7. CUMULATIVE REMEDIES. The several rights and remedies herein shall
be construed as cumulative and none of them shall be exclusive of, or in lieu of
limitation of, any other right, remedy, or priority allowed by law.
6.8. AMENDMENT. This Agreement may not be modified except by a written
instrument signed by the parties hereto.
6.9. TIME OF ESSENCE. The parties agree that time is of the essence in
the performance of all duties herein.
6.10. INTERPRETATION. This Agreement shall be interpreted, construed
and enforced in accordance with the laws of the State of Utah, except as federal
law may apply.
6.11. ATTORNEY'S FEES. In the event any action or proceeding is brought
by either party against the other under this Agreement, the prevailing party
shall be entitled to recover its reasonable attorney's fees and costs, with or
without suit or before or after judgment.
6.12. NOTICES. All notices required or permitted to be given hereunder
shall be duly given if, and as of, delivered or mailed by registered or
certified mail, postage prepaid, addressed to the following:
If to Seller, to:
ALPNET, INC.
0000 Xxxxx 000 Xxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000-0000
XXX
Attn: D. Xxxxx Xxxxxx
If to Purchaser, to:
JAAP VAN DER MEER
Oosteinde Xx. 0
0000 XX Xx Xxxx
Xxx Xxxxxxxxxxx
Either party shall have the right to specify in writing in the manner above
provided another address to which subsequent notices shall be given.
6.13. SECURITIES LAWS. The transactions herein contemplated and the
purchase of the Purchased Shares constitutes an offer or sale of securities
under United States federal and state securities laws, and this transaction
shall be consummated with reliance upon exemption from registration or any
prospectus or delivery requirements of Section 5 of the Securities Act of 1933
and reliance upon exemption from state securities laws.
6.14. REASONABLE DOCUMENTATION. Each party hereby agrees to furnish the
other with such other documents, agreements and undertakings as may be
reasonably required to effectuate the intent of this Agreement.
6.15. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The respective
obligations of the parties hereto, and all representations and warranties made
by the parties herein, shall survive the execution of this Agreement.
DATED EFFECTIVE the day, month and year first above written.
SELLER:
ALPNET, INC., a Utah corporation
By: \s\ Xxxxxx X. Seal
XXXXXX X. SEAL
Its President
PURCHASER:
\s\ Jaap van der Meer
JAAP VAN DER MEER
